-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eji2VUDikRgyXVb7b0WVQQfC7uLoQ595w0Irplb3vSwx2LtaqCqDMlrfkaLXC9Dr lIaw/rAEVQ0On//088T0dA== 0000892569-06-000251.txt : 20060315 0000892569-06-000251.hdr.sgml : 20060315 20060314213048 ACCESSION NUMBER: 0000892569-06-000251 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060313 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060315 DATE AS OF CHANGE: 20060314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QLOGIC CORP CENTRAL INDEX KEY: 0000918386 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330537669 STATE OF INCORPORATION: DE FISCAL YEAR END: 0328 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23298 FILM NUMBER: 06686589 BUSINESS ADDRESS: STREET 1: 26650 LAGUNA HILLS DR CITY: ALLISO VIEJO STATE: CA ZIP: 92656 BUSINESS PHONE: 7144382200 MAIL ADDRESS: STREET 1: 26650 LAGUNA HILLS DR CITY: ALLISO VIEJO STATE: CA ZIP: 92656 FORMER COMPANY: FORMER CONFORMED NAME: Q LOGIC CORP DATE OF NAME CHANGE: 19940201 8-K 1 a18659e8vk.htm FORM 8-K DATED MARCH 13, 2006 QLOGIC Corporation
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2006
QLOGIC CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware
(State of incorporation) 		  0-23298
(Commission File Number) 		  33-0537669
(IRS Employer Identification No.)
         
26650 Aliso Viejo Parkway, Aliso Viejo, California
(Address of principal executive offices)
   92656
(Zip Code)
Registrant’s telephone number, including area code: (949) 389-6000
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 1.01 Entry into a Material Definitive Agreement
SIGNATURES

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Item 1.01 Entry into a Material Definitive Agreement
     On March 13, 2006, the Compensation Committee of the Board of Directors of the Registrant approved the acceleration of vesting of certain unvested and “out-of-the-money” stock options with exercise prices equal to or greater than $24.00 per share previously awarded to its employees. As a result of this acceleration, options to acquire approximately 1.2 million shares, or 14% of the Registrant’s outstanding unvested options, became immediately exercisable. The accelerated options have per share exercise prices ranging from $24.19 to $27.87 and would otherwise have vested from time to time over the next two years. Options granted to non-employee directors were not accelerated. All other terms and conditions applicable to the accelerated stock option grants, including the exercise price and number of shares, were unchanged. The following table summarizes unvested and “out of the money” stock options held by the named executive officers included in the Registrant’s most recent proxy statement which were subject to the acceleration and became exercisable on March 13, 2006.
             
Name   Title   Options Accelerated
H.K. Desai
  Chief Executive Officer and President     421,876  
Denis R. Maynard
  Sr. Vice President, Worldwide Sales and Marketing     46,125  
Anthony J. Massetti
  Sr. Vice President and Chief Financial Officer     22,314  
     The purpose of the acceleration is to enable the Registrant to avoid recognizing compensation expense associated with these options in future periods in its consolidated financial statements, upon adoption of Statement of Financial Accounting Standards No. 123R (Share-Based Payment) in April 2006. Additionally, the Registrant believes that these options have limited economic value and would not provide sufficient retentive value when compared to the future stock option compensation expense. The accelerated options had exercise prices in excess of the closing price of the Registrant’s common stock on March 13, 2006 of $19.82.
     Under Accounting Principles Board Opinion No. 25, the acceleration will not result in recognition of stock-based compensation expense because the exercise price for all stock options subject to the acceleration was in excess of the then current market price of the Registrant’s common stock.

 

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  QLOGIC CORPORATION
 		  
March 14, 2006  /s/ Anthony J. Massetti    
  Anthony J. Massetti   
  Senior Vice President and Chief Financial Officer   
 

 

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